Merger BIOTU

Biotech Acquisition Company and Blade Therapeutics Announce Definitive Merger Agreement

, SPAC Research

Biotech Acquisition Company (Nasdaq: BIOT), a publicly traded special purpose acquisition company affiliated with SPRIM Global Investments, and Blade Therapeutics, Inc., a biopharmaceutical company based in South San Francisco, Calif., announced today that they have entered into a definitive merger agreement. Upon the closing of the transaction, which is anticipated to occur in the first quarter of 2022, the combined company will be renamed Blade Biotherapeutics, Inc., and is expected to be listed on Nasdaq under the symbol "BBTX."

Blade Therapeutics, Inc. is a biopharmaceutical company focused on developing cutting-edge treatments for debilitating, incurable fibrotic and neurodegenerative diseases that impact millions of people worldwide. The company has deep expertise in novel biological pathways – including autotaxin / LPA and calpain biology – that are foundational to cell- and tissue-damage responses resulting from protein deposition or aggregation associated with fibrotic and neurodegenerative diseases. Blade expects to advance a differentiated pipeline of oral, small-molecule therapies that include a noncompetitive autotaxin inhibitor and inhibitors of dimeric calpains designed for potential treatment of lung, liver and cardiac fibrosis or neurodegenerative diseases. The company's focused approach offers the potential to produce disease-modifying, life-saving therapies.

The combined company is expected to have a post-transaction enterprise value of approximately $352.8 million based on an assumed 58 million shares of common stock outstanding, an illustrative price per share of $10.00, and assuming no redemptions by BAC's existing shareholders. The transaction is expected to provide a pro forma cash balance of approximately $254.3 million to the combined company, before deducting estimated transaction expenses of $25.0 million and including an approximately $24.3 million private investment in public equity (PIPE) priced at $10.00 per share and $230.0 million of net cash held in BAC's trust, assuming no redemptions by BAC's existing shareholders.

PIPE financing is anchored by leading institutional investors, including Deerfield Management, Pfizer Ventures, Bristol Myers Squibb, MPM Capital and Osage University Partners. As part of the transaction, the outstanding equity of Blade will be converted into equity of the combined company.

The net proceeds from the transaction are expected to be used to support clinical, manufacturing and preclinical activities for the combined company's lead product candidates, development of additional pipeline programs, and for working capital and general corporate purposes.

The combined company will be led by experienced biopharma executives, including Wendye Robbins, M.D., as president and CEO, and Jean-Frédéric Viret, Ph.D., as CFO. Mark Timney, Blade's current chairman of the board, will be nominated as chairman of the combined company's board of directors.

The boards of directors of BAC and Blade have unanimously approved the proposed transaction. Completion of the transaction is subject, among other things, to shareholder approval by each of BAC and Blade as well as the satisfaction or waiver of certain other customary closing conditions. Prior to the consummation of the transaction, BAC will re-domesticate from the Cayman Islands to become a Delaware corporation.

Barclays Capital Inc. ("Barclays") is acting as lead PIPE placement agent and financial and capital markets advisor to Blade, and Lazard is acting as lead financial advisor to Blade. Cantor Fitzgerald & Co. ("Cantor") is acting as co-placement agent, exclusive financial advisor and capital markets advisor to BAC.

Latham & Watkins LLP is serving as legal advisor to Blade, Ellenoff Grossman & Schole LLP is serving as legal advisor to BAC, and Simpson Thacher & Bartlett LLP is acting as legal advisor to Barclays and Cantor in their role as placement agents for institutional investors for the PIPE.

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